Ihs Inc. - Securities Registration: Employee Benefit Plan (S-8)
May 21 2008 - 5:10PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 21, 2008
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IHS
INC.
(Exact Name of Registrant as specified in its charter)
Delaware
|
|
13-3769440
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
15
Inverness Way East
Englewood,
CO 80112
(Address of Principal Executive Offices)
AMENDED
AND RESTATED IHS INC. 2004 LONG-TERM
INCENTIVE PLAN
(Full title of the plan)
Stephen
Green
IHS
Inc.
Senior
Vice President and
General
Counsel
15
Inverness Way East
Englewood,
CO 80112
(Name and Address of Agent for Service)
(303)
790-0600
(Telephone number, including area code, of Agent for Service)
Copy to:
Richard
J. Sandler
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
212-450-4000
CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
|
|
Amount to be
Registered (1)
|
|
Proposed
Maximum Offering
Price Per Share (2)
|
|
Proposed Maximum
Aggregate
Offering Price (2)
|
|
Amount of
Registration Fee
|
|
Class A
Common stock (par value $0.01 per share) (Common Stock) (3)
|
|
4,250,000
|
|
$
|
62.60
|
|
$
|
266,050,000
|
|
$
|
10,456
|
|
(1)
|
Plus
an indeterminate number of additional shares which may be offered and issued
to prevent dilution resulting from stock splits, stock dividends, or similar
transactions.
|
|
|
(2)
|
Estimated pursuant to
Rule 457(h) and Rule 457(c) under the Securities Act of
1933, as amended (the 1933 Act), solely for the purpose of computing the
registration fee, based on the average of the high and low prices of the
securities being registered hereby on the NYSE on May 20, 2008.
|
|
|
(3)
|
Each share of Class A
common stock includes one series A junior participating preferred stock
purchase right pursuant to a Rights Agreement entered into between the
Company and the rights agent. The value attributable to the
series A junior participating preferred stock purchase rights, if any,
is reflected in the offering price of the Class A common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGISTRATION
OF ADDITIONAL SECURITIES
INCORPORATION
BY REFERENCE OF PRIOR REGISTRATION STATEMENT
This registration
statement is being filed solely for the purpose of registering 4,250,000
additional shares of Class A Common Stock of IHS Inc. (the Company)
issuable pursuant to the Companys Amended and Restated 2004 Long-Term
Incentive Plan (the Plan) originally adopted in 2004. Issuance of the additional shares was
approved by Company stockholders pursuant to a vote taken on April 24,
2008. Pursuant to Instruction E to Form S-8,
this registration statement incorporates by reference a prior registration
statement on Form S-8 (Commission File No. 333-129751) to the extent
not modified by this registration statement.
SIGNATURES
Pursuant to the
requirements of the 1933 Act, the Company certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing this
Registration Statement and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Englewood, State of Colorado, on the 21st day of May, 2008.
|
IHS Inc.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Stephen Green
|
|
Name:
|
Stephen Green
|
|
Title:
|
Senior
Vice President and General
Counsel
|
2
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below, constitutes and
appoints, Stephen Green his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to do any and all acts and
things and execute, in the name of the undersigned, any and all instruments
which said attorney-in-fact and agent may deem necessary or advisable in order
to enable IHS Inc. to comply with the Securities Act of 1933, as amended (the 1933
Act), and any requirements of the Securities and Exchange Commission (the Commission)
in respect thereof, in connection with the filing with the Commission of this
Registration Statement on Form S-8 under the 1933 Act, including
specifically but without limitation, power and authority to sign the name of
the undersigned to such Registration Statement, and any amendments to such
Registration Statement (including post-effective amendments), and to file the
same with all exhibits thereto and other documents in connection therewith,
with the Commission, to sign any and all applications, registration statements,
notices or other documents necessary or advisable to comply with applicable
state securities laws, and to file the same, together with other documents in
connection therewith with the appropriate state securities authorities,
granting unto said attorney-in-fact and agent, full power and authority to do
and to perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his or her substitute, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the
requirements of the 1933 Act, this Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jerre L. Stead
|
|
Chairman
and Chief Executive Officer
(Principal Executive Officer)
|
|
May 21, 2008
|
Jerre L. Stead
|
|
|
|
|
/s/ Michael J. Sullivan
|
|
Executive
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
May 21, 2008
|
Michael J. Sullivan
|
|
|
|
|
/s/ Heather
Matzke-Hamlin
|
|
Senior
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
May 21, 2008
|
Heather Matzke-Hamlin
|
|
|
|
|
|
|
|
|
|
/s/ C. Michael
Armstrong
|
|
Director
|
|
May 21, 2008
|
C. Michael Armstrong
|
|
|
|
|
|
|
|
|
|
/s/ Steven A. Denning
|
|
Director
|
|
May 21, 2008
|
Steven A. Denning
|
|
|
|
|
|
|
|
|
|
/s/ Ruann F. Ernst
|
|
Director
|
|
May 21, 2008
|
Ruann F. Ernst
|
|
|
|
|
|
|
|
|
|
/s/ Christoph v.
Grolman
|
|
Director
|
|
May 21, 2008
|
Christoph v. Grolman
|
|
|
|
|
|
|
|
|
|
/s/ Brian H. Hall
|
|
Director
|
|
May 21, 2008
|
Brian H. Hall
|
|
|
|
|
|
|
|
|
|
/s/ Roger Holtback
|
|
Director
|
|
May 21, 2008
|
Roger Holtback
|
|
|
|
|
|
|
|
|
|
/s/ Balakrishnan S.
Iyer
|
|
Director
|
|
May 21, 2008
|
Balakrishnan S. Iyer
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Michael Klein
|
|
|
|
|
|
|
|
|
|
/s/ Richard W. Roedel
|
|
Director
|
|
May 21, 2008
|
Richard W. Roedel
|
|
|
|
|
3
EXHIBIT INDEX
5
|
|
Opinion of Stephen
Green, Esq.
|
|
|
|
23.1
|
|
Consent of
Ernst & Young LLP.
|
|
|
|
23.2
|
|
Consent of Stephen
Green, Esq. (included in Exhibit 5).
|
|
|
|
24
|
|
Powers of attorney
(included on the signature pages hereof).
|
|
|
|
99.1
|
|
Amended and Restated
IHS Inc. 2004 Long-Term Incentive Plan, effective as of April 24, 2008
|
4
IHS (NYSE:IHS)
Historical Stock Chart
From Jun 2024 to Jul 2024
IHS (NYSE:IHS)
Historical Stock Chart
From Jul 2023 to Jul 2024